Mutant Spider
by The New Creed
Summary: Peter has lost Gwen in his life, the X-men appear in his questioning time and things are about to take a different turn for Peter.
1. The Event

**Mutant Spider**

**Disclaimer: I do not own Marvel or any other characters owned by Marvel.**

**Author's Notes: This is my first story and would appreciate any reviews and structural criticism. This story takes place after episode of Turn of the Rogue. **

_BWRP!BWRP!BWRP!_

Peter groaned as he woke up to his alarm clock and found it to be 10 o'clock in the morning on a Saturday, he contemplated going back to sleep as he was still aching from last night. He turned his alarm off and looked at a picture next to it. There was a blonde girl hugging him and he was hugging her back with smiles on both their faces. It was a day in Coney Island and he still remembers when the picture was taken. She was angry with him for not taking her to a show she really wanted to go to and had not been talking to him for a week. He had managed to get her alone for some time and apologized and bringing her gifts and a promise of a date. The memory of it bought a tear to his eyes.

"I'm sorry Gwen. I could not protect you like I should have." Peter faced down and let a tear fall, "I failed you like I failed Uncle Ben."

He decided to take a shower and head out. Peter decided to put on some new cloths as the ones he wore yesterday were starting to smell, he decided to wear a dark blue pair of tracksuit bottoms, red t-shit with dark red hoddie and black, near sole less shoes. He put his red balaclava with eyeholes into his pocket with his black gloves and web shooters.

When he looked down at a brown box that hadn't been touched in over a month he remembered what was in it. He didn't put it on. He couldn't. It still had the cuts and the blood on it from that night. 'How can I be a hero to many people when I have become a villain to everyone I care about.' He decided he needed to talk to somebody

"You have reached Matt Murdock and I cannot answer the phone right now. Please leave a message and I will try to back to you as soon as possible."

"Hey Matt, its Pete. I want to get some advice before I do something stupid. Call me when you can and I let you know where we could meet." With that he put away he ended the call. 'Must have gotten a big case to work on, or he is with his new girlfriend: Elektra,' Peter thought. He decided to go to Central Park to get his mind of things and at 10.43 in the morning.

He decided he should web swing there, he always found that relaxing and faster than walking or taking the bus. He got his web shooters out of his pockets and put on his mask and gloves. He made his way to the top of the building and ran off the edge swinging his way to the city.

Within minutes he was at the park and decided to look over it while sitting on the ledge of a building. Peter decided to walk around. While he was walking in the park, he heard screaming like someone was being mugged.

'Looks like muggers don't have a weekend to relax or something.' He signed, 'I better stop it. Should I stop being a hero? If the people I care about die when I am supposed to protect them. No. I can't let anyone suffer when I could have acted.'

With that Peter went in the direction of the scream. There was a man robbing a woman of her purse. Peter didn't need to change into his costume as the park gave him plenty of cover. He just put on his web shooters and webbed the guy up from behind a bush. 'Maybe I should just go stop crime for a while to clear my head. It appears to be everywhere I go apparently.'

As he made his way out he decided to head home and try to sleep.

**Meanwhile**

"Come on, the professor said that ve can spend the day here. So can ve please spit up. I hear there iz great food all around and I vant to hit most of thoze places," complained Kurt. "You let Jean and Evan go on their own so vhy can't ve?"

"Jean is older than you three and Evan was going to the skate parks. Alright we can split up. We just need a place to meet up at 5.30, after that, we can go watch a movie and be back by the 8'o clock curfew," replied Scott. He wanted to make sure everyone knew when and where to meet up and how long they had time to themselves. Scott was going to hit a few shops and meet everyone later.

The response had gotten Kurt and Kitty excited. Rogue just gruffed. She didn't want to come to New York; she didn't feel comfortable with all the people. "Let's meet up at the movies? Jean and Evan are meeting us there anyway so it would be convenient" Kitty asked everyone.

"Fahn by meh," Rogue replied and was off. Kurt and Kitty followed and caught up to her. "Ah though we were splitting up? Why are ya following meh?"

"We are splitting up but we, like, decided to stick with you. You know, if you got bored." Kitty smiled while looking at Rogue.

"If ya spend too long in a store, I'm dragging ya out," Rogue responded to Kitty. "And if ya take too long eating, I'm will throw away your food and we won't hit another food place again this week," now looking at Kurt.

"Deal," They both answered. With that, they spent a few hours in exploring and shopping. Kitty and Kurt tried to cheer Rogue up while they were out. Rogue did take Kurt and Kitty into a few stores that she wanted to go into. It was more like she went in and the other to just followed her. As it approached five in the afternoon, they decided to make their way at the movies to meet up with the others.

"God Kurt, I have never, like, seen you eat so much ever." Kitty was still astounded by the amount Kurt had eaten throughout the day.

"Urrh, I think I'm going to be sick. From eating too much. I am never going to eat again," Complained Kurt.

"That will only last till ya get hungry again. Knowing ya, it will be in a couple of hours," replied Rogue.

After a little while they met everyone else there. "Hey guys, we have been waiting for you. What kept you?" asked Evan.

"Kurt felt he needed to throw up so we had to stop. Now he feels like he wants to eat something."

"Let's go in and watch a movie. I don't want to be late for our curfew," Scott spoke up as they went to get their tickets.

Around 7.30 in the evening, they came out watching their movie and were making their way to the van. When they got to their van, they saw that a guy in a red hoddie was beating somebody up. To their surprise, they saw that he managed to stick to the walls and had managed to break the barrel of his gun. After the man was unconscious, he picked up a purse and headed around the corner.

"Let's see where he goes?" Scott spoke with everyone following him.

As they turned the corner they saw him give the purse to a woman by her car then they saw him make for the ledge. He was standing there looking to jump of when he heard someone.

"Don't jump! Let us talk to you. Please," Scott yelled.

Peter just turned around after hearing this. The woman had gotten into her car and was driving off. They were alone here so they could talk openly but knew that anybody could show up at any time. "What do you want?" Peter replied

"We want to talk to you about your powers. We would also like you to come with us so you can meet someone who can show you how to use them properly. His name is Professor Xavier," replied Jean.

"That all sounds very good and all but as you can see I know how to use my powers properly. So see ya." He was about to jump over the edge when there was a force field around him and he couldn't move from it. "Hey, what is going on and why can't I move?"

"We ask you again, please come with us so you can fully understand your powers," Scott replied. "Jean here is holding a force field around you," pointing at the red head.

Peter was a bit scared at the power the red head was displaying but his spider sense was not going off in all that time. He was getting confused, here he was trapped in a force field but there was no sign of danger. He decided to go with his instants on this and see where they lead him. "Alright I will come with you, just put me down. Just so you know, one lie or anyone tries to jump me, I'm gonna leave so fast you won't be able to say web shooter."

The others just looked at each other and shrugged their shoulders. They got into the van and drove to Bayville. Jean was sitting next to him in case he decided to try something. Peter wore his mask the entire way there, which everyone though was weird but didn't say anything.


	2. The Meeting

**AU: I didn't think my story would get this popular and well received. Thanks for the reviews. Here is the next chapter.**

As they were driving to Bayville, Peter was going through the motions in his head. Here he was being taken somewhere that could explain his powers. But from what he saw, they didn't have powers like him. The red head or 'Jean' displayed powers that he had only dreamed of. He began to wonder if the rest of the people in the van have powers like her.

He didn't like the situation he was in. There were too many variables. What powers did they have, where were they taking him, who was this professor Xavier and why did he sound so familiar and why was nobody talking? He decided to keep his mask on as they couldn't find out who he was. At least he hoped his spider sense would warn him if anybody did try to take it off. He thought he could jump out the roof of the car or out the window and disappear into the city where they wouldn't be able to find him. He went to his seat belt but the guy with long hair eating candy was there looking at him so he decided against it.

'Jean,' Kurt sending a mental message to Jean

'Yeah Kurt,' Jean responded.

'Put me into a conversation with you and Rogue'

'Yeah, what do ya want?' replied Rogue.

'I think that this guy is going for his seat belt and trying to make an exit. Keep an eye on him. Although I can't blame him for wanting to escape, ve didn't exactly give him a choice in coming with us. I wouldn't be surprised if he bails the first chance he gets.'

'I had to stop him from jumping of the building, you saw that he looked like he wanted to kill himself,' replied Jean.

'I'm not sure he wanted to kill himself. He could have been jumping building to building. Who knows what his mutation is?'

'I sensed a lot of guilt coming from him and he looked like he was going to jump from the building so I acted on instinct. Sue me.'

'Why would he jump from a building after beating up a mugger and giving her purse back?'

'I don't know, maybe he wanted to do something worthy before he died?'

'That doesn't sound like a suicidal person, does it?'

'I don't know, let's get him to the professor and then we can get explanations OK?'

'Fine.'

Rogue was looking back and forth at Kurt then Jean during their telepathic conversation. Peter was still looking for Kurt to slip up but when he looked at the red head and behind him, he saw the look he was giving. After a while, Peter saw the red head looking at him and turned to see the goth was staring at him so he stayed. He didn't know what was going on but decided he couldn't risk it. They might knock him out and take of his mask if he tried anything.

After an hour they were outside the city limits and Peter was beginning to wonder how far they had left to travel. He didn't want to call his aunt May in front of these people. They still have to earn his trust and they were off to a bad start. He was still angry that they practically kidnapped him. After 20 more minutes they came to a mansion and was surprised when they pulled into it and was wondering what this place was. As they got out of the van the guy with the red shades spoke first.

"Me and Jean will take you to meet the professor. I know he will like to talk to you."

Peter looked around trying to see where he was and see if he could get away from these people. "I am only here for the talk nothing more," he replied with a bit of anger in his voice. The others heard this and saw that he had his guard up. They all knew why.

As Scott and Jean took Peter to see the professor the others went to their rooms. As they got there, they heard a voice telling them to come in. Peter thought there may be cameras outside the professor's door. When they entered the room there were 3 people waiting for them. A bald man sitting in a wheelchair, a dark skinned woman with white hair and a man that looked like he meant business and angry at something. The last one made Peter a bit scared but he wouldn't show it to these people.

"Ah Scott, good to see you all have returned safely. Hope you all had fun?" the bald man speaking first. He noticed Peter standing by the door and looked at him with confusion and returned his gaze to Scott. "Who is this you bought back here and why is he wearing a mask?"

The woman with white hair turned to look at Peter and sized him up. She then looked at Scott and Jean waiting for their response. The scary looking man just gave a glance at Peter and gave something resembling an animal gruff and looked at the other two waiting for their response.

After several tense moments Peter spoke first, "You want to tell them or should I?" That had gotten them confused looks from the adults in the room.

Scott decided to speak first, "He has powers and we found him and bought him here to talk to you." The last bit he spoke nervously.

"Ha, more like kidnapped me here against my will." Peter responded without missing a beat.

"He was going to commit suicide and we tried to stop him," Scott replied defensively.

"I was going to move from building to building. That is how I get around as some of us do not have the power of telekinesis."

"Scott what happened that has gotten him angry and made him refuse to remove his mask?" asked the professor breaking the banter.

Scott took a deep breath and answered the professor, "Ok, we were on our way to the van when we spotted him fighting a man that turned out to be a mugger. We saw him scale a wall and break a gun so we asked him to come with us to talk to you. When he refused, he was about to jump of the building to his death. That is why Jean put up a force field around him and forced him to come with us."

Peter wanted to laugh at this. He was on his way home by web swinging and here they though he was going to commit suicide. The only reason he didn't is because he didn't trust these people.

"Professor, I sensed a lot of grief from him and seeing as he was about to jump I acted on instinct. I though he was going to kill himself," this time Jean spoke up.

The professor pinched his nose to gather his thoughts for a moment then looked at Peter. He decided to talk to him first. "I'm sorry for my student's brash actions but they did have cause. About this guilt you feel, I can sense it is still there but have managed to suppress it." Peter was a bit surprised at this but could tell the professor wasn't done yet. "We would like to know you and hopefully accept a place here as it will help us to understand your powers. I am not sure that if you would want to stay but I would encourage you to stay."

Peter just looked at him and though about what he said. Sure he felt guilt about what his life has gone through recently but he these people kidnapped him. Like the Green Goblin. The thought of him just get him angry and clenched his fists. The others noticed this and after a moment he calmed down to speak his thoughts to the people in the room. "I appreciate your apology but the fact is that you don't have any reason to apologise." This surprised everyone in the room.

"But the fact you are apologising instead of your 'students' says a great many things about you but I did not hear an apology from them. Also the fact that they couldn't take no for an answer and had to kidnap me here to meet you. I will leave your mansion as I have no intention of joining you or your little club. I know my way out."

As he turned to the door he turned back to look the professor in the eyes to deliver his final statement, "And don't worry, unlike your students I know how to how to keep a secret." He pointed to his mask and left.


	3. After Thoughts

**Sorry for the delay, I have been busy lately. Here is my new chapter and I hope you enjoy.**

* * *

**Xavier's Mansion**

Everybody was stunned at Peter's last words. They were still ringing in Scott and Jean's ears and were looking down in shame at how easily they revealed their secret to someone outside the mansion. Especially after the professor had warned them not to. Logan had been staring holes into them. After a few moments, the professor turned to look at both Scott and Jean.

"Scott, Jean despite what you think I recognise what you were trying to do," everyone looked at the professor with confusion. Before anyone could comment, Xavier decided to continue. "However I want to know why you didn't give him a choice in going with you. You do know that by not allowing him to choose what he wanted to do with your offer to bring him here, you practically kidnapped him. And Jean, how did you know that no one was looking in your direction when you decided to use your powers?"

Jean was the first to speak answer the professor's questions. "Professor, when we confronted him, I did a mental scan of the area to see if there was anyone near us who could found out our secret. I did take precautions in using my powers."

"Professor," Scott deciding to add, "we thought that he was committing suicide and I decided that by him coming here, he could learn about his powers and help him out of whatever he is going through. And in the matter of not giving him a choice, he didn't seem that he had anywhere else to go. I thought that he wanted a new life."

"Jean, didn't you pick up on his anger? He must have felt angry when you were on your way here or did you notice him trying to escape? The young man looked like he wanted to leave from the first moment I saw him," the professor asked.

Jean looked down for a second and answered slowly, "I felt a lot of guilt coming from him but I did detect hints of anger, it got stronger as we came in here. Also on the way here, Kurt noticed that he tried to escape. I reacted in instinct and I didn't read his mind, I thought that we should allow him to reveal what he wants to tell us in his own time. Even his name."

"I think we should be careful in earning his trust and need to prove to the person that we are allies and not enemies." After that, the professor started to make his way out the room to cerebro to locate the person. "I hope we haven't given him a reason to join Magneto if Eric finds out about him."

The professor sent both Scott and Jean to their rooms deciding that they should get some rest and think about how to deal with their actions later. Xavier was concerned about the new person, who he was and what were his powers.

When Professor Xavier tried to scan for any new mutant signatures around the mansion within the past hour, he was confused to find that there were only the mutants at the mansion nobody new. He decided scan the area the area that the group found him in. Xavier only got more confused as there was a mutant in the area. He decided to look into that later and focus on the mutant that wasn't showing up on cerebro.

After looking for a bit longer, he found that cerebro couldn't find the young mutant and decided to look the old fashioned way. Xavier thought that as the object of his thoughts was around New York, he would get Logan and Storm to look for them.

**Meanwhile on a bus to New York**

Peter had been going through the last words he said to Xavier, 'I know how to keep a secret.' He had been thinking about it for a while. As the bus approached the city he decided to shoot a web line and swing away to relax and think straight.

'Yeah, I know how to keep a secret. I can keep it so well that it got my girlfriend killed. What's worse is that the person who killed her was my former best friend's dad. Yeah, I know how to keep a secret to well.'

Before Peter could beat himself up more, he heard yelling coming from an ally he just passed and decided to check it out.

"He went this way," one of the men shouted.

"What are you waiting for, let's get him," another shouted.

Peter followed the voices until he found a group of three men around another man who looked scared.

"Try to cheat the Big Man will ya? You know that he ain't as forgivin as us," the third man spoke.

The scared man was on his knees begging to be spared, "Please, I needed the money, I'm sorry! I will pay him back I swear. Please!"

"Not good enough." With that he produced a crow bar from his jacket. He lifted his arm up to swing down and hit the guy on the head. Before he could deliver, a hand caught his wrist. When he turned to see who it was he saw a guy in a red hoodie and red balaclava.

"You know, I never did like bullies," Peter punched the man he was holding. When he took a few steps back, Peter delivered another punch to the guy standing to his right, "I think it's a childhood thing but I always wanted to punch mine. He was annoying and mostly an jerk. But I never did hit him. Too scared maybe, I dunno." The last man produced a knife and charged at Peter. Thanks to his spider-sense, he stepped to the side and threw the man to the wall and web him there.

"Dude charging at me with a knife, I thought idiots were smarter than that." As he turned around the other two guys were in a battle stand. The unarmed one had managed to find a pipe. "OK, why don't you surrender and I web you up so we don't have to waste unnecessary energy and time on each other. We all know how this goes down."

The man with crowbar spoke up, "There's two of us and only one of you. I think your luck has run out bug-boy."

Peter made a face palm and rubbed his face in frustration, "First of, spiders are arachnids not bugs. And secondly…" He web up both of the attackers eyes. With this distraction he swept one of the attacker's legs making him fall to the floor. He then delivered an upper cut to the remaining attacker's gut making his back against the wall, he was also slid down trying to regain some air in his lungs. With swift motion he web up the guy on the floor and turned to the guy on the wall. He had just gotten up but Peter was swift in webbing him up.

After that little scuffle he turned to the man they were attacking but found him to be gone. He looked around but found no trace of him. 'He must have left when I was fighting these guys. I wish all the people I save would do that instead of sticking around to watch me win a fight.'

Peter shot a web line and swung off. He used a payphone to alert the police of the three men and where to find them.

After a while he managed to make it to his home in Forest Hills. He took of his mask, gloves and web shooters and placed them in his pocket. He got to the front door to see his Aunt May home. Peter didn't know what time it was but he guessed it was late. One look from Aunt May to Peter knew that he was grounded for missing curfew.

"Peter, where have you been? I was worried about you. Have you eaten anything all day and why are you so late?" Aunt May didn't even stop for air asking Peter questions.

Peter responded by sitting her down and started to explain where he had been, "Aunt May, relax. I was out taking pictures of Spider-Man and then I headed to the Bugle to talk with Robbie. I was also working on the web page they have been setting up. I was working all day and I lost track of time. And yes, I have eaten something." Peter hated lying to his Aunt but he didn't want to tell her he was Spider-Man. He didn't know what he would do if Aunt May died because of him being Spider-Man.

Aunt May looked at Peter and went into the kitchen and bought back some pasta. She handed him the plate with a smile, "I know when you haven't been eating young man. You need to keep your strength up." She yawned for a moment and Peter felt a surge of guilt over coming him for keeping this old lady up past midnight. "Are you OK to wash up? I feel I should be heading to bed."

"Aunt May, its fine. You go get some sleep and I will wash up once I am done with the pasta," Peter replied with a smile on his face. Aunt May just looked at him again and seeing his smile she went to sleep.

Once Aunt May was upstairs, he decided to think on the events that took place a couple of hours ago. First he was kidnapped, than bought to a mansion, talked to a professor that sounded familiar and insulted his students. 'I might have made an enemy in shades and red. They have to wait in line.'

After he finished eating his pasta, Peter washed up the plate and decided to get some sleep. He would have to think about it in the morning when he actually felt alert.


	4. Talks with a Devil

**Forest Hills**

It had been a few days since meeting with Professor Xavier in his mansion and Peter had managed to find out who he was and why he sounded so familiar. As it turns out Professor Xavier had written a few papers on human genetics and explored the idea of human mutation and evolution and how humans have the capacity to evolve further. The man was brilliant but had not written any new papers in a few years therefore he literally fell of the grid in the scientific community.

Peter had thought that the man was doing some other kind of research but was surprised to find out he decided to run an institute. He guessed the students at the institute had powers of some kind. Maybe similar to the 'Jean's'. After leaving the mansion a few days ago, Peter couldn't shake to feeling that he had entered a world that was bigger than him and he may come into contact with Professor Xavier again.

**In the city**

It was in the late in the afternoon and the sun had begun to set and Peter was out on patrol. When he landed on a building to look around he spotted a figure on a rooftop a distance away. He was going to swing to the figure when screeching tyres caught his attention. He looked down to the car that was going way faster than the speed limit. He guessed they were robbers as a nearby jewellery store had its alarms going off. When Peter looked in the direction of the figure they had disappeared. Shrugging his shoulders he swung after the vehicle.

In less than a minute, Peter had caught up to the car but was surprised to find it had crashed into a lamppost.

"Come on let's go!" A voice shouted from further down the street. Peter web swung in front of them stopping them running. They looked around trying to find another way to escape their situation.

"Buying jewellery for your girlfriend usually involves handing money over not giving away bullets," Peter said as he looked at the three men. They raised their guns to him.

The seaming leader of the group spoke up, "We will kill you bug!"

"Alright, alright. I give up, you win." Peter put his hands up. The robbers look at each other confused, Peter used this to pull two of guns from the men and jumped at the last guy punching him in the face. "Man, did you really think it would be that easy? If you believed that than, wow." He kicked the second guy in the chest and spun low to sweep the legs of the last guy. The first man got up but Peter managed to punch the man in the face knocking him out.

Peter turned to the other two guys and lunged at the one that managed to get to their feet first and punched him in the stomach and pushed him back into a wall webbing him there. The last guy just looked at Peter not sure what to do.

"You know, surrendering is still an option and I have a feeling that you don't want to get hit in the face. Do you?" Peter asked the last man. To his surprised he pulled another gun from behind him and started to shoot at Peter. Peter managed to dodge the bullets while managing to make his way to the armed robber. When he got close enough, Peter delivered an uppercut that would have made a boxer proud. Peter webbed up the remaining guy near the other two and swung off web swinging home.

Unknown to Peter a figure had seen all of this and smile to themselves. "Impressive." With that, they walked offed into the city to disappear into the crowd of millions.

After web swing for a while, Peter heard his cell phone going off. When he looked to who was calling him, he was relieved to find a familiar name.

"This is web services, how may we help you with your query today?" Peter asked joking.

"What, Peter? This is Matt. You wanted to talk?" Matt asked with a confused voice.

Peter let out a sigh. "I thought you would have been use to my humour by now. And I wanted to talk days ago! Where have you been?"

"Out of city. Now do you want meet or not?" Matt's serious tone returned.

"Yeah, let's meet in Hell's Kitchen. I will be there in about a couple of minutes." Truth be told, with the entire city as his playground, he could be anywhere within a couple of minutes.

"Fine, talk to you later." Peter put his phone away and swung off in the direction of Hell's Kitchen.

**A few minutes later**

Peter landed on a roof top in Hell's Kitchen. He tended to stay out of here as it was Daredevil's territory. That was fine by him as he had the rest of New York to roam around with.

He waited for few minutes until he heard footsteps behind him. When he turned around, he was greeted by a man wearing a red devil suit with his usual cane that he used to fight and travel with. Looking at the only part of the face that was uncovered, he looked moody as always.

"Peter, how have you been?" Matt asked the first question.

"Urh, good I guess. You know my life. One big event after another and it doesn't seem to end. It's like the gods like to play with me. You know?" Peter replied and continued with talking. "Oh, by the way do you know I was kidnapped a few days ago. And taken to a mansion that was outside the city? Talk about safe houses."

Daredevil listened carefully and responded, "You want to talk or something. I think you have a lot on your mind and you don't seem to be relaxing. Also, I noticed that you still aren't in costume so the question is what are you doing?"

Peter looked down and thought to himself, 'What am I doing? People still refer to me as Spider-Man but I haven't gone by that name since that night. How could I? I killed Gwen. I failed her. Should I even be out here and saving people? Do I have the right to save people?'

When he looked up Matt was still waiting for his answer. Peter just took a couple of deep breaths and answered, "You know, for kidnappers they weren't that bad to look at. Beats looking at the standard robbers and muggers that we always come across. The mansion they took me to was also awesome. I didn't admire it then cos of all the anger but yeah."

Daredevil just smiled, "Feel better now. If you were kidnapped, how are you still here?"

"Well, they didn't think they were kidnapping me. The saw me stop a mugger and I was going to go back to web swinging but they though that I was going to commit suicide. When I found out I was going to laugh if I wasn't angry at the time. That would have been awkward to explain. Should have laughed, might have been able to leave sooner."

"Who were you kidnapped by and why did they let you go?" Daredevil was getting more confused with each answer Peter gave.

"_Sigh,_ Let me explain from the top and maybe you will find it funny." Peter then proceeded to explain everything from the mugging to him being grounded. Matt just chuckled in a few places that were ridiculous.

After a minute, Matt decided to ask his next question, "You didn't answer my first question."

After taking a deep breath Peter answered, "I don't know. It just seems that I am fighting a battle with myself. I don't know if I want to be Spider-Man. Just seems that I am going through a lot right now and it does not seem to stop the crap from piling up. I think I need time to figure out if I want to be Spider-Man again."

"Are you wearing your web shooters?" Peter just looked at Matt and tilted his head. "If you are wearing web shooters then you know who you are and who you want to be but are afraid. Look Peter you have to face your demons sooner or later, better sooner as it will only just get harder the longer you delay it." After the final comment, Matt swung off ready to protect the innocent.

Peter let out a defeated sigh and decided to head home, it was getting a bit late and the sun was setting.

When Peter got close enough to his home, he found an ally nearby and changed his hoddie and removed his mask, gloves and web shooter and placed them into his pockets. When he made it out of the ally and into the street, he bumped into a man that looked like he needed a new haircut. He just looked at Peter, sniffed and pointed.

"You, we need to talk."

* * *

**AU: An idea came to me about a new story recently. I won't start it until i have finished this story but what do you guys think about**

**Spider-Man: Agent of S.H.I.E.L.D.? **

**PM me and if you want, you can make your own versions of it.**


	5. Revelations

**A few days earlier, Xavier Mansion**

"Charles, you wanted to see me?" Logan entered Xavier's office. "Is this about the kid that came here? You want me to find him and have another talk with him?"

Storm walked into the office at this point, "Hello professor, you wished to speak to me." As Storm entered the room she greeted Logan and both waited for the professor to speak on what he wanted from both of them.

"Good morning Logan, Ororo. I want you two to track someone down. And yes Logan, it is about that young man we met last night," the professor answered. "I believe that he may draw attention towards himself, attention like Magneto. From what we heard, he is not particular keen on keeping his mutant powers a secret. He may even expose us prematurely."

"He didn't sound like he wanted to join us. If he wants to be a loner, than let him be a loner," Logan retorted.

"It's not that, I fear that he may be lead down the wrong path due to his anger. If he wants to join Magneto, then he would but without his anger clouding his vision. He also needs to see us not as a threat but allies. He may also join us if we reveal who we really are and what we aim to achieve."

"You do know he would barely speak to us if we ever met him again. Also I'm pretty sure he wants nothing to do with us or Magneto. We should let him go and if he wants to be with us, then that's his choice."

"You may have a point but I want to know if he is a danger to us. There is also the query that he did not turn up on cerebro that I want to ask about." This had gotten the other two a bit curious. "Try to talk to him when he is in his mask, I want to build up his trust in us."

"Professor, I am not sure why I should be going with Logan. He is more than capable of finding the young man and talking with him. I thought that you would want to speak to the person in question," replied Ororo. "You are the head of the school."

"While I would go with you, I think a more gentle touch is required. There is also the fact that he may not be so thrilled in meeting me again. You two are more than capable in finding him and see if he wants to talk to us again."

"You do know that he may as well attack us as much as ignore us if we do meet him. I'm just saying that we give him time then we go see him," Logan spoke.

"That may not be the case as there was a mutant in the area where the students found him. I couldn't pinpoint where but I think he was being watched. They may have even made a contact if Scott and Jean hadn't intervened.

"Think it was one of Magneto's men or Mystique? They could be trying to recruit the kid."

"That is why I want you two to go and make sure he is kept safe. Between you two, you can find him faster. And don't worry about finding a place to stay, I found a hotel for you to stay in."

Logan let out a low growl that acknowledges he wouldn't win this argument and left the office. Ororo left shortly after to prepare to find the person in the city and hope they could talk to him before Magneto could find him.

**Present, Hell's Kitchen**

Logan and Ororo have been searching for a few days for the person they have been looking for. It had been harder than they had thought as Logan had led them all over the city. The first day, Logan tried to find a fresh scent but it was proving difficult as the kid seem to move from one of the city to the other. After a couple of hours of searching, they had managed to get nowhere but frustrated. Logan had gone into a store and bought all the beers out of anger.

Currently they were in Hell's Kitchen and were trying to search for the person. Logan and Ororo had decided to use a fire escape to look out for him on roof tops. What they did see was a man in a red skin tight suit that had been jumping roof top to roof top. He then fell into an ally and disappeared into the dark. Ororo looked around to see where he had come from and saw nothing. Logan however smelt a familiar scent and decided to investigate.

"Do you think that he was the person we have been looking for? He has the right colours." Ororo asked Wolverine as he looked on in thought.

He ignored her question and simply pointed to a spot that the strange man had been previously, "We need to get over there." He didn't even wait for a response as he just went down to street level and made his way to the spot he wanted to get to. This was someone else, not the person who he had met at the institute. Once they had got to the roof top that Logan wanted to get to, he sniffed around and had smelt two people that were there not long ago.

"That guy we saw and the kid were here not too long ago. My guess is that they know each other. They may even be friends or something. I think that is how we get to him," Logan told Ororo without turning around. Logan then looked up and saw a rope sort of thing that was white and was confused as to why it was there. "Ororo, can you bring white rope here, I want a closer look at it."

Storm used the powers of the wind to bring the rope as near to the building as possible, Logan went to it and cut some off and sniffed it. He looked around for more but found them on buildings but was leading away from them. It would take the two quite a while to follow them to see where they would lead. He put his sample into his pocket to see if Hank could find anything useful about it. Logan than heard something behind him and heard the person speak.

"What are you to doing here?" as they turned they saw the man in red they saw earlier jumping from rooftop to rooftop. He was wearing a red spandex and a mask that hard horns on top of it. Daredevil had heard them when the two were talking about the meeting that just happened with Peter and himself. Matt had decided to investigate further into the matter and find out what they knew. If need be, would at the very least warn Peter if they were looking for him.

Ororo decided to speak for her and Logan, "We are here on our own business and you should go back to yours. Who are you anyway?"

The man looked like he was sizing them up with how emotionless his lower half of his face was. Daredevil decided to answer their question, "I am the protector of these parts. Now who are you?" He pointed his cane that doubled up as a field weapon and grappling hook.

"We are people interested in someone. He may have been here a few minutes ago." Logan had noticed that his heart beat had increased slightly and was preparing himself to attack or be attacked. He took a small step forward hoping the man in red didn't notice but he did and he himself prepared himself to be attacked.

"The people who search for the person I was with tend to be way out of their league." Daredevil kicked himself for acknowledging that he knew Peter. He did take comfort in the fact that they didn't seem to know who Peter was."

"Something tells me we are going to find him by following those," Logan spoke this time and pointed to the webs that were still attached to the buildings. Matt let out a small growl that Wolverine heard making him smirk for a fraction of a second. Matt had been cursing Peter for using a mode of transport that can be tracked.

Matt deduced that he knew that they were looking for Peter (or more specifically Spider-Man) and may have a vendetta against him. Hearing the voice or the shorter man, he would guess that he was a mugger or a car thief that Spider-Man takes out so many times during the course of a week. However the woman appeared to be a bit gentle but that could be part of her charm. For all he knew she could be his girlfriend. Daredevil just looked to his left when they heard an alarm a couple of blocks away. He just looked at them to give the appearance of sizing them up again and started to make his way to the source of the alarm. It took priority in this case.

Matt looked back at the pair and delivered his message, "Leave Spider-Man alone or you will have me to deal with. And I am not as friendly as him." He delivered the last part with a hint of a challenge in his voice. After this he leapt of the rooftop to another rooftop and leapt of it to swing to the sound of the alarm.

Meanwhile back with Logan and Ororo, they had been shocked to learn of the person they have been chasing. This was something that they had not expected. They made their way back to their van in silence and drove in silence for a while.

Ororo was the one to break the silence, "That young man in who came into out mansion was Spider-Man? I'm still a little shocked at the news."

Logan who had recovered sooner than Ororo just responded, "We should get back to the mansion. Chuck will want to hear this." He smiled at the last part.

**2 hours later, Xavier Mansion**

Logan and Ororo had arrived a short while ago after from their trip to the city. They had found Hank and the professor in the lounge with some of the other kids. Logan paid them no attention and spoke to the two senior members asking them to step outside. With the four outside, Ororo decided to tell the professor what they had learned. To say they two were shocked would have been an understatement.

It took a minute for the professor to regain his composure and asked the oblivious first question, "Are you sure he was Spider-Man? The man who informed you on this could have been telling a lie?"

Logan just smiled, "Chuck, I could hear his heartbeat, he weren't lyin. We had the web-head in out mansion and he just walked out like it was nothing. If we knew it then we could have stopped him from being Spider-Man. For good."

"Spider-Man vas in the mansion? That kid vas Spider-Man? This is so cool, I'm telling the others." The four adults looked at the source of the voice and found Kurt was hanging upside down on a nearby tree hanging by his tail. Before anyone could protest he was gone leaving no trace except the smell of sulphur at where he had been.

Logan just growled and headed into the kitchen for a beer. "This will make things interesting."


	6. Too good to be true

**AN: Hey, i just wanted to improve on the chapter as I was writing it at 2 in the morning and that is not a time to write stories. Anyway here is the improved chapter I have wrote. Enjoy.**

* * *

**Queens**

Peter just looked at the man who pointed at him and looked at him again taking in the details. The guy had long dirty blond hair with a long sleeveless trench coat wearing black pants and long finger nails. What stood out the most were his muscles and his large chest. The guy looked like he worked out a lot. He also gave of a vibe that messing with him was very bad. They just looked at each other for a few seconds. The big guy spoke pointing at the ally that Peter just stepped out from.

"You, we need to talk. Now!" he said in a low growl. The man just looked at Peter staring him down.

_'Woah, he almost looks like some wild animal. Kinda like Kraven. I bet they will get along like oil and water. I wonder what he wants.'_ Peter just looked at the man sizing him up and figured he looked like he would prefer strength. But he knew first hand that looks can be deceptive.

"Sorry, I was told to never to talk to strangers with large coats, they may have secrets," Peter responded a bit nervously. Suddenly there was another person with a large coat that stood next to the first one but he was different. He had short brown hair and was wearing gloves of some kind. What feature stood out on him though were his eyes. They were mostly black with red pupils. It was a bit unsettling.

He decided to speak for both of them, "We are no strangers. We just want to talk. My friend here is Sabertooth and I am Gambit. We are here to escort you to a person who will want to talk to you about your…abilities. He wants to make you an offer jeune homme, mon petit." Gambit spoke with smirk.

Peter was shocked that someone else knew about his abilities but there was no way he was going anywhere where he didn't want to go. "Sorry Neo, don't know what you're talking about but I got places to be. So I'll just take my leave…"

"But you de one who can dodge bullets, no?"

Now Peter was a bit curious and nervous as how they knew that but he wasn't going to let them get an inch and try to bully him into doing something he didn't want to do. Unfortunately Sabertooth smelt the nervousness on Peter and gave a small smile. Peter saw it and found it creepy. "Dude, dodging bullets is next to impossible. Have you seen me? Does it look like I can dodge bullets?"

"Ah, denial. That is standard but can we talk a little more privately. It would be quite inconvenient to talk in the open. Let us talk in the ally you just came from."

Peter got a bad vibe from this and he walked backwards into the ally not letting his eyes off the pair for a minute. Once they were in the ally and away from prying ears they talked more openly. He wasn't going to tell these people about his powers. They looked like they were about to throw down and he didn't know how well they would hold up in a fight. Luckily for Peter, he had his spider-sense that would alert him to any threat they decided to pull.

Sabertooth decided to speak this time, "Listen kid, I'm doing you a favour of asking to come with me. Normally I'll just take people dead or barely breathing." He said that with such conviction that Peter flinched a bit.

"And I told you that I wasn't going with you. WHY CAN'T YOU GET THAT!" Peter shouted.

Suddenly a man noticed that Peter was shouting decided to shout at the three and it came from behind Peter, "Hey, what are you with the kid. Leave him alone." Peter made the mistake of turning around to look at the man but before he could get a good look at him Sabertooth had grabbed his head and smashed it into the wall knocking him out. He was fast enough that his spider-sense didn't have enough time to warn him of the danger.

The man shifted into a lady with red hair and blur skin. When she spoke it was with her natural voice, "Did you have to do that Creed? Magneto wanted to gain his trust not come to him bloody."

Sabertooth just looked at Peter and picked him up to take him to Magneto. "Easier this way." He gave Gambit a look to bring their van around. Once Gambit was out of earshot, Creed turned to Mystique. "So, you ready for this next part. It might not be easy."

Mystique gave Creed a look and walked away, "Please, I've done far worse in my long life." When she neared the end of the ally she morphed into Peter. Then she headed of in a certain direction.

* * *

**Secret Location**

"…EURR, what happened?" When Peter managed to focus his eyesight, he noticed that he was tied to a wall with metal strips around his wrists, chest and legs. He tried to use his strength to break free but found it hard as he was still a little dizzy. Then two figures walked into his line of sight. One of them he recognized as the one called Sabertooth. The other was someone he hadn't seen before. He was wearing red and purple armour with a cape and a helmet. Most of his face was hidden by the helmet but there was still enough to see his eyes and mouth. He had this air of command around him that made Peter pay attention to him.

He decided to speak to Peter, "I am sorry about this but a man in my position can't afford to take unnecessary risks. You may be wondering who we are and what we want from you. I will answer all questions you have in due time but first I must apologize on Sabertooth's behalf for making you unconscious. We hoped you would come here under your own will. You may call me Magneto as I have left my other name behind a long time ago." Peter just listened to the man and was getting more confused. They apparently came under a banner of peace but here he was tied up and waiting for his strength to come back so he could leave.

"Kidnapped twice in one week. What god did I piss of this time?" Peter muttered to himself. "Look buddy, I won't be bullied into joining your group so you can tell this Xavier I don't want anything to do with him. Oh, can you let me down cos I need to be places as I explained to your friend next to you."

Magneto just smiled a bit that made Peter a bit angry, "My dear boy, I am not with Xavier but it seems that you have already met him. Did he tell you who we are and what we are capable of?" Peter remained silent and just looked at Magneto. He just continued talking. "We are mutants. You were not born with powers as I would have found you sooner but were given them yes? We are gifted since birth with special powers that have been given to us with for a purpose: to make this world safe for all mutants to live peacefully. That is what I want, to make a peaceful world."

Peter narrowed his eyes suddenly and tried to find signs of deception. He decided to respond to his speech, "Sounds wonderful but I can't help but feel that you want to be the one in charge of the whole thing. Am I right? I think Hitler said that once, didn't work for him and it looks like history is trying to repeat it self." Magneto's eyes became bloodshot and stared daggers into Peter. He guessed he hit a nerve. He was about to continue bit felt a strip of metal going around his neck and depriving him of oxygen.

"DO NOT COMPARE ME TO HIM! I AM NOTHING LIKE HIM! HE WAS A MONSTER AND I WILL BE NOTHING LIKE HIM!" After a moment of calming down and taking a deep breath Magneto managed to loosen the grip on Peter's neck. He took deep breaths to compensate for the lack of air in his lungs. "I apologize again but I was a survivor of the camps they had for my people. I do not like thinking about that time. But I want to explain where you fit into my plans. The normal humans, the ones without powers such as ours will hate us and fear us. They do not understand us and will try to kill us or will want to take our powers for themselves. You have seen this. Every day when you are risking your life for the people only for them to hate you, even being shot at. What does this tell you?"

"I wish to avoid this and future unnecessary bloodshed that will come. Innocents will be caught in the cross fire and I do not wish that to happen. I don't want a repeat of history. You have felt the pain of an innocent caught in the cross fire between a battle between the Green Goblin and yourself Spider-Man. Don't try to deny it, I know you are Spider-Man. Sabertooth here has a brilliant nose and managed to get a faint smell out of your webbing by being extremely lucky. It led us to you. After a while it was time for a meet and that is when you bumped into him. I request that you join us and together we can make a world that no innocent will ever be harmed. Will you join us?"

Peter was soaking all this information in was taken by surprise that someone had managed to track him down using his webs. He also became angry at the mention of Gwen's death. He has no right to speak of her. He was going through what Magneto was saying to him and it sounded a bit 'too good to be true.' There was also the fact that Peter felt that Magneto was hiding something but knew that he wouldn't say anything as if he found out Peter was Spider-Man, then he practiced this conversation many times before.

"You need my help but here you have me tied up. I don't call that fair. Also, what happens if I refuse your offer to join you in this 'better world', what becomes of me?" asked Peter

Magneto just let a small smirk enter his lips that didn't sit right with Peter. "You won't refuse because I have a feeling that you will need me. We can work to each other's benefit. Imagine a world where monsters like the Green Goblin were of no threat to you. Where maniacs like Octavious wouldn't harm a single fly. This is world I am trying to create. And I wish to guide it there. I know that you weren't born with these powers but when the mutant secret is revealed, it would not matter to the world. To everyone you will be a freak. Join me and together we can create a new world. Where everyone is equal and you don't have to hide the fact that you have powers that others don't. It would mean that you would be able to come out as Spider-Man and be thanked at the very least." Magneto looked Peter in the eye waiting for his answer.

Peter just looked at Magneto and felt angry and depressed. Magneto was using Gwen's death as an excuse and it was working. It was only months since she died but he was still feeling her loss. He looked down in guilt as he was tempted by Magneto's offer. Before he had a chance to refuse his offer, his guilt filled mind spoke, "I…need to think about it." Peter went wide eyed after releasing what he had just said.

Magneto just smirked and let the bonds holding Peter release dropping Peter to the floor. He just got to his feet and continue looking down. "That is acceptable. I will find you in a few days. I will speak to you then." He turned to Sabertooth, "Escort Mr Parker out please."

Sabertooth just nodded his head and left with Peter. After a few minutes he returned, "You sounded a lot like Xavier back then. Why didn't you tell him the truth?"

"He would have rejected it and he would become a valuable asset in the coming war and beyond. Besides I did tell him the truth it was just a different version of it. I have little doubt that he will come to us. He is plagued with guilt and all he needs is some encouragement. Now leave me."

Sabertooth turned around a walked into a different room to leave Magneto alone. Magneto was in thinking on how to play Peter to his advantage. He knew that things will have to play perfectly and need to keep a close eye on him as he has the potential to betray Magneto. The last thing he needs is someone with potential becoming his enemy. It was not healthy to be Magneto's enemy.

* * *

**Queens**

Peter had been thinking about what Magneto had said to him. He knew that the world would be a better place without some of the monsters he faced but he will not cross that line. As he was thinking about this he started to get dark thoughts, _'What if I don't kill them, Magneto could. He looks like someone who doesn't mind killing.'_

_'No, that would just make me a killer who is scared to take a life.'_

_'Not scared, but careful not to get caught.'_

_'No, killing is not the way. Uncle Ben would never be proud of me if I started killing. There is no way I am going to start.' _Peter let out a breath he didn't know he was holding._ 'I just lost an argument to myself, I really am insane.'_

As Peter got to his door he noticed that it was open. As he got closer he got a bad feeling of what was happening. _'Aunt May. I hope she is safe.'_

As he entered his house he saw that someone had gone through everything trying to find money most probably or something in that nature. When he moved further into his home he got himself into the kitchen quite quickly shouting for his aunt while he got there. He had been trying to find his Aunt May since entering the house. When he got to the kitchen he was horrified by the sight that he saw. Aunt May had throat slit and had many stab wounds. She was lying in a pool of her own blood. He was frozen in shock at what he saw with his own eyes.

He walked over to her and knelt down and stocked her face, he felt overwhelmed with grief. He held her close not caring the blood was going to soak his jacket. He felt tears escape his eyes as the realisation that he lost someone else he loved. After a couple of minutes of holding her he put her back down gently and looked to phone the police to call them over. As he looked around the room his eyes cough a message written in blood on the wall. It said two words:

'MUTIE LOVER'


	7. The Funeral of Aunt May

**Ally in New York**

"WHO KILL MAY PARKER!" the thug looked scared. "WHO!?" He fainted after this.

Peter had been at this for four days with little food and less sleep. Ever since he found that message in his house he put on his Spider-Man uniform and hit the streets hard. It still had all the cuts and burns on it but he didn't care about it at this point. He wanted answers and he wanted everyone to know who was asking. By the end of the first day, word on the street was that Spider-Man was back in costume and was on a path of vengeance. Most of the crooks had decided to lay low until he calmed down and wouldn't break any of their bones for answers they didn't have. There were still some stupid enough to think that they wouldn't get attacked but were proven wrong.

Peter crawled up a building and as he came to the edge of the roof he noticed that there was someone waiting for him. Peter looked at the person for a second but all he could see was his outline as he was in the shadows. There was just enough light to see a figure though and Peter guessed who this individual was.

Peter looked at the figure and the figure looked back at him. Neither saying a word to the other and just staring at each other. Eventually Peter got a bit angry and spoke first, "What do you want Fury?"

The man stepped out of the shadows. There wasn't an immediate response. They were eyed each other. "What do you want Fury? And how long have you been following me?" There was a rise in irritation in Peter's words. Fury produced a small smile on his face that really got Peter irritated and was close to striking the man out of anger. It wasn't until this point the Fury decided to speak.

"Nice night isn't it? I always enjoy them but then I know deep down that something is waiting to happen. So Peter, what's going to happen?" Fury asked Peter ignoring the questions he was asked.

Peter was now a bit confused by Fury's question and his anger was rising having been ignored. He kept calm as being ignored by Fury was part of his act. He wanted to test Peter and he wanted to see how far he would go. "You haven't answered my questions Fury. Hurry up, I ain't got all night."

"Of course you don't. Your aunt's been killed and you're on a warpath for anyone with answers. Now let me ask you the real question: What will you do once you finally have them? Arrest the person responsible or go all the way?"

"What do you think?"

"To be honest kid, I don't know. The only family you had left and she's dead. I know what I do in your position but do you?" Peter looked out to the city thinking to himself while Fury continued. "I won't control your life. But I need some answers of my own from you. That is why I'm here."

"I haven't got time for this. Say what you want, I will say no and then we will go on our separate ways. Now hurry up."

Fury's eye twitched for a second and asked his question: "Do you want justice or revenge?"

Peter was taken aback by that question, he wasn't sure himself. But as he thought of the question and what was done to his aunt May, he had only one answer, "They're both the same thing."

"No they're not and you know that as well as I do. And don't lie to me kid, I can see the hesitation in your eyes. You ain't a killer. If you were I would kill you myself." Fury's relaxed a bit and handed Peter an envelope. "This is an address to a location you can relax and get some sleep. It's a private location that has been set up for you. Take some rest. And don't worry; no one knows that Spider-Man is going to be there."

Peter was still going through what Fury had said about him not being a killer. He didn't even hear the last bit and just held the envelope in his hands. He looked down to it and opened it. He found an address and a key card that looked like it belonged in a hotel. When he looked up again Fury had disappeared as if he wasn't there to begin with. 'How does he do that?' Peter asked himself and swung off to the address Fury gave him.

* * *

After a few minutes he found the address to be a hotel in Manhattan. He changed into his street cloths and went into the place. The lobby was huge and Peter felt out of place. Being a nerd from Queens and Spider-Man, he felt more at home on the streets but he couldn't go back to his house. It still pained him to go back there. Also as much as he hated to admit it, he could use some rest.

When he made it to the floor indicated on the piece of paper with the address to the hotel, he made his way to his room. When he opened the door he was surprised to see that he was in one of the bigger rooms and he immediately saw the bed. It was then that all his fatigue that had been built up in the past few days hit him hard. Peter managed to take a quick shower first in the impressive bathroom and made his way to the bed. Once he got in the covers he drifted off to sleep. In his dreams he saw what he knew was going to haunt him for many nights.

Peter woke up several times knowing he was going to sleep like that for some time. He couldn't get the image of aunt May out of his mind. Before he had time to dwell on it a voice called to him.

"Peter good, you're awake." Peter whipped his head around to where he heard the voice to find that Fury was sitting in a chair drinking what seemed like a cup of tea. Peter just held a questioning look and Fury took this as a sign to continue. "Hurry up and get ready, we don't want to be late."

"Late? Late for what?" It was only now that he noticed that Fury was not wearing his usual attire but a suit. This was confusing Peter until he went into the bathroom and noticed the suit that was waiting for him. "What's going on Fury and what's with the suit?"

Fury let out a sigh and told Peter what was going to happen, "We are going to your aunt's funeral."

"What. But I haven't planned anything yet or…or…"

"It's alright. I've handled everything and don't worry about the cost. I'm paying for it." Fury replied through the bathroom door.

"Thanks Nick. I don't know how to thank you."

"It's alright kid; it's the least I could do. Now hurry up, it starts in an hour."

* * *

Peter came out 10 minutes later wearing and they headed to the car that waited outside for them. When they got to the church they found that they were the first to arrive and took their seats. Eventually everybody else came and took their seats. Peter felt someone sit next to him and looked to see MJ there wearing black and she was crying. He wasn't surprised as May had been close to all his friends and even introduced her to Peter. It was then that tears started forming in his eyes and MJ took his hand in hers and squeezed it lightly to reassure him that he wasn't alone.

As everyone got seated, the priest started by opening scriptures but Peter didn't really hear it. He was too focused on aunt May and how he let her down. How he failed to protect her. How he failed to protect the woman who was a mother to him. He was bought out of his trance when there was a light squeeze felt on his hand and then only realised that MJ was still holding his hand. It was then the priest asked him if he wanted to say anything about his aunt to everyone. He just got up and said the first thing that came to mind.

"If anyone was to ask who was my mother, I will instinctively answer that it was my aunt. When my parents died, she raised me as her own son and I loved her as a mother. She was there every time I cried and smiled. We even had talks over breakfast that became our thing. She was always there to support me in my time of need and I tried to be the good son she deserved. But I will try to carry on her teachings and go with her in my heart and would like to say that I will miss aunt May with all my heart. I will miss my mother."

With that he took his seat next to MJ and felt tears roll down his face again. He even saw MJ tearing up as well. Some more people came and spoke about May and the time they spent with her. When that was over they carried the body over to the grave with Peter and a couple people help carry. As they watch the coffin disappear into the ground several people came to offer him their condolences and shook his hand or gave him a hug. He was surprised to see Jameson and half the Bugle staff there. Robbie told Peter that JJ gave everyone a day off for the funeral but would immediately deny it asked about. Peter felt like smiling a bit but didn't.

After a while nearly everyone had left leaving only a few people. MJ went home as well but not before telling Peter that she would always listen if he needed to talk to someone, gave him a hug and left.

Peter than walked to uncle Ben's grave and read the tombstone. It was right next to aunt May's grave. It wasn't until he looked around that he noticed that a man was standing next to him. He got the sense that he had seen this man before.

"Sorry about your aunt. But looking at you, I know she did a good job," the man spoke without looking at Peter.

"Thanks. How did you know her?"

"Met her once. I was a friend to your parents though and you really look like your dad."

That last statement caught Peter off guard. This guy knew his parents and was friends with them. He was going to ask more questions but he spoke first.

"Listen, if you ever need a place to stay or whatever then you can always come to Xavier's. I know we didn't get off on the right foot but it's a safe place and you are more than welcome to stay with us. Name's Logan by the way, so you know who to call when you get there."

At the mention of Xavier he looked with wide eyes at Logan and recognised him immediately. He was there when Peter had met Xavier at his mansion but before he could respond he spoke first again, "Come over anytime if you want. We be glad to take you in." While he walked away he passed into Fury and he gave Fury a nod and made his way out of the cemetery.

The duo made it back to the car they arrived in and was making it back to the hotel. Peter was still thinking about the guy 'Logan' and how he knew his parents. And the nod he gave Fury looked like they knew each other but how. He then decided to ask Fury the question that came first.

"Do you know Logan?"

Fury, to Peter's surprise, looked surprised as well, "Yeah, we worked together once. I'll tell you another time if he allows it. Why, what did he say?"

Peter let out a breath and responded to Fury's question, "He said he knew my parents."

"Yeah, he does. But that is a story for another time. Don't worry about it now and concentrate on now. I got to ask, what are you going to do now? I can assign one of my agents to be your guardian to finish your school until you turn 18. If you want?" Fury asked.

"No thanks, I think I might move away. Not sure where though. I'll let you know if I made up my mind though."

* * *

After that, they got to the hotel in silence with Fury dropping Peter off. He did offer his condolences and left. Peter made it to his hotel room from earlier and took a seat on a chair in the room thinking things over.

'What connection does this Logan have to do with my parents? How come uncle Ben and aunt May never mentioned him before if they had met?'

'What about the where he mentioned that he was from Xavier's. They did want Peter to join and Logan did say I was welcome anytime. Not that I will actually go, they have yet to earn his trust.'

He was broken out of his thoughts with a voice by a presence that he hadn't noticed when he came into the room.

"Hello Peter. What decision have you made?" the voice made Peter jump to a stand and take a fighting stance. He saw who it was and relaxed a bit but was still on guard.

"How did you get in here Magneto? And why can't you ever meet me like a normal person?"

"I got in through the front door and we must keep our meetings a secret. If the wrong people found out, then it would be very damaging to both of us." Peter looked confused at Magneto for a second and asked his question.

"Why are you here?"

"I have come for your answer to the question asked earlier. Will you join me in help shaping a new world about to be formed?"

Peter pondered the question for a few minutes and looked out into space and turned to Magneto and looked him in the eye. "Yes. I will join you."

Magneto smiled and spoke to Peter. "Good, I will like to meet you at this address tomorrow at 3pm. Any later and I will take it that you do not want to join me." Magneto left the room to Peter. Once he was outside he changed form into a middle aged woman and walked to the elevators. After she walked into the lobby, Mystique took out a cell phone and phoned her boss. She only said to words, "He's in."


	8. Welcome to the Brotherhood Part 1

**AN: Sorry about the delay guys. I have been busy with work and sorts so I have only been able to write during spare time on the weekends. I will try to update the story on a biweekly basis. I am also looking to start another story so my time may be split between this and that. Don't worry though, I will still keep this story as my primary focus.**

* * *

**Brotherhood House**

Peter was in his room in the Brotherhood house. He unfortunately had to share the room with Pietro, Magneto's son. Magneto saw Peter what he expected Pierto to be by now. He even showed more respect to Peter then Pietro which did not go unseen and caused friction between the two. When Peter thought about the others sharing the house, he started to question his decision to join. First there was Toad who had a war with hygiene. Guy didn't know that a shower was recommended once a day. Then there was Fred Dukes or 'Blob'. The guy could eat truck lots and still have room for desert, which for him would be another truck load. Lance was the local hot head. He had a bad temper and a short fuse to go with it. Apparently he had a thing for some girl named Kitty but Peter didn't care about that. He just wanted to be left alone. The final person who lived in the house was a woman named Mystique, the team leader. All she ever did was yell at the others for screwing up at school and not keeping the house clean.

Peter was getting bored by staying in the house all day so he decided to explore Bayville and see what it has to offer. If he got bored, he would just change into Spider-Man and go on patrol. Both those options beat staying in the house on a weekend.

Peter walked for about half an hour exploring Bayville managing to find a few decent coffee shops that stay opened quite early and were on the way to school. He would keep that information stored as he guessed he will need it in the foreseeable future. Next he found the mall which was quite impressive. He wondered if there was a DIY store in there as he would need more materials for his web shooters. As he was about to make his way inside, his spider-sense went off.

"Hey! Watch out!" a voice called. Peter took 2 steps back and allowed the object to pass him without hurting him. It was some kid on a skateboard. He disappeared around the corner and left. Peter walked into the mall and was surprised by the size of it. He spent the next hour just exploring the place. He only bought what he needed and find out what store was where. After this he went to the food court to get something to eat. When he sat down he was flanked by four guys he knew quite well. He let out a groan before speaking his mind.

"What do you guys want? I'm busy with my own things," Peter spoke to the group of his house mates.

"We came here to get some food for Duke's here and look who we bumped into. Our new resident in our beloved brotherhood: Peter Parker," Pietro said a bit sarcastically. "You know you haven't even told us about your powers yet. When you got them, how you were recruited and what makes you brotherhood material?"

Peter lifted his head to meet Pietro's gaze, "You sound like you're in charge of the team and not Mystique. I told you about my powers. Increased muscle development both physically and mentally. I was found a couple days before I moved in, around the time they started to develop. That was when I was approached by Mystique. She knew I was someone valuable and wanted me on her team. Even allowed me to get revenge against people who I wanted revenge against. And for your last question, only time will tell I guess." Peter answered. He half lied not knowing is they should know about him being Spider-Man. He also half lied about his powers as well. He didn't want to mention that he could wall crawl and has a spider-sense.

"Increased what yo? What were your powers again?" Toad asked confused with Peter's powers.

"_Sigh._ It means I am stronger and my mental strength has been strengthen as well."

"Oh. Is that all or can you do something more?"

Peter looked at Toad and decided to keep his secret of being Spider-Man a secret. "No, that is all." Peter looked down to continue eating. Fred sat down next to him with a lot of food with him. When Peter looked to where Lance was he seemed to be staring at a table that was occupied. "Who you looking for Lance?" Peter asked.

"Huh? Oh, it was no one." Lance turned to look at the rest of the table who had looked to where he was looking a few moments ago. It turned out he was looking in the direction of a table with woman with red hair with her back to the group. She was sitting with another girl who had a gothic vibe to her and had a white stripe on her hair. Peter was confused how the two would know each other but then again, he tough back to his friendship with Harry and shrugged. _'Friends in odd places.'_

"Who's the girl?" Peter asked the group.

"She's Rogue. Part of Xavier's school..." Pietro responded.

"Xavier's!" Peter raised his voice slightly making everyone at the table look to him. _'You're not supposed to know him Parker.'_

"You know him?"

"Ur…yeah, he is a famous geneticist. His papers on human mutation are a great but a bit outdated." Peter responded hiding the fact that he had met the man once when his students kidnapped him. He suspected this is the red head who had taken him by force to the mansion. Peter was also on the lookout for the one with glasses.

Pietro eyed him suspiciously but looked at Lance to continue what he was going to say, "Why do you want to go out with an X-geek anyway? It won't work between you two. She is with the enemy. Forget about her and look to another woman." Peter knew that Lance had a crush on Kitty but knew it wouldn't work as they were on separate teams that hated each other from what Peter could pick up on. And from what Pietro had said, they will meet on the battlefield stressing their already non-existing relationship.

"You know, we haven't seen you in action yet and we are itching for a fight. Why not kill two birds with one stone and see if you really have what it takes to be brotherhood material." Lance spoke to Peter this time.

"Are you sure you want a fight or do you want to get close to Kitty again?" Pietro snickered. Lance gave a glare to Pietro that went unnoticed by him.

"This is about Parker. So, you're up for a fight?" Lance turned to Peter.

"What, right now? Here?" Peter asked surprised and hoping that they wouldn't have it here.

"No, somewhere else more secluded so you can really let free. And I don't want to destroy the mall."

Peter looked around the table and noticed that all eyes were on him. He rolled his eyes, got up and left the others at the table.

"Was that a yes or a no?" Dukes asked after Peter left.

"He didn't say no so…we can set it up." Pietro responded with a small smirk. The rest of the table carried on talking as their newest member walked off.

* * *

**Meanwhile at another table**

Rogue and Jean were sitting at a table waiting for Scott and Evan to bring their food. Jean was talking to Rogue about something that, to Rogue, didn't have an end. The little bits she had heard made her conclude that it was about cloths and it seemed that she wanted to speak her mind. Unfortunately, her mind kept bringing up something new and it got her a quite bored. Her eyes drifted to the surrounding area and that's when she spotted someone looking at their table. Upon a closer inspection, she could make out the face of Lance Alvers. This got her attention and made her sit up a bit.

Rogue turned her head to the brotherhood table slightly to get a better look but Lance had already turned around by now. When she looked at the table, she saw that there was someone else sitting with them. She guessed that he was a new member to their team.

_'I wonder if he is their new recruit. Wouldn't surprise me if they did get a new team member.' _Suddenly he got up and left the others, who continued their conversation without their new member.

"Who do you think that guy was? Do you think he was a new member of the brotherhood?" Jean asked as he turned back to Rogue.

"Ah dunno but guessing that they don't hang out with anyone who isn't a mutant and they don't like any of the mutants that go to Xavier's, it would be a good guess that he is a new recruit," Rogue answered to Jean as Scott and Evan joined their table with their food.

"Who are you guys talking about?" Evan asked the girls who had managed to overhear part of the conversation. As he and Scott sat down, Kitty looked around to see if the new mutant was around but he had disappeared.

"We think there may be a new member to the brotherhood. I can't see him but he was sitting at their table not too long ago. But if was with the brotherhood then we will have to fight him and who knows what his powers are," Jean said to the guys as she pointed to the table where the brotherhood sat. Scott and Evan turned to the table to see the brotherhood there talk amongst them.

"Whoever this new guy is, he will make his appearance soon," Scott said as he turned around and started to eat his food. The spent the hour in the mall going form shop to shop. They didn't leave until later when Scott, Evan and Rogue got bored.

* * *

**Xavier Mansion**

As the four got to the mansion they hear Professor Xavier's voice in their head, 'You four need to change in uniform. The brotherhood are causing trouble an may harm innocent people. Meet us in the garage in 10 minutes.' They just looked at each other and ran off to the lower levels to get changed.

"One would think the brotherhood had more interesting things to do than cause chaos?" Evan asked the group as they climbed into the elevator.

"Ya, one would think," Rogue replied. They got to the changing rooms and headed off to the garage together. When they got to the garage, they saw that there was Professor Xavier and Storm were waiting for them. When they looked around, they notice that Logan, Kurt and Kitty were nowhere to be found.

"Where are the rest Professor?" Scott asked.

"They are away for the time being. Although where, I am not sure. I will ask them when they return. Now get in, I will explain on the way," the professor said he was in the driver's seat. Everyone got in the van and went to find out what the brotherhood were doing.


	9. Welcome to the Brotherhood Part 2

**Sorry about** **the delay, just finding the right way of writing the chapter. Thanks for sticking with me and not abandoning me. **

**As always, enjoy and review. It really is my source of motivation.**

* * *

**Circus Where the Brotherhood is ATM**

A site where people should be working and having fun was abandoned a short while ago. The people would say that there was an earthquake that set them running but the truth was that Avalanche wanted the attention of the X-men and what better way of showing it than having a bunch of people run away from an earthquake that shouldn't have been felt thanks to his mutant powers. He liked it but he would rather be somewhere else and doing something else that wait for the X-men. It's due to every time they fight, they'd lose and it was starting to bother him.

But today was not about him, it was about Peter and what he could bring to the battlefield against the X-men. Although he wanted to fight Scott, he couldn't get over the fact that Parker would have all the thunder and may even get Mystique's respect. All because Pietro decided that they should have a fight to see if they could trust their new member. If it was Parker's moment to prove what he had, then he would get that chance but that doesn't mean he won't get his fight, he will.

The members of the Brotherhood had been waiting in their respective positions awaiting the X-men. Lance saw that Pietro was doing laps to pass the time and it was getting annoying watching him go past over and over again. He then suddenly stopped and walked over to Lance to talk about what was on his mind.

"What do you think of Parker? Think he has what it takes to be Brotherhood material?" Pietro asked. He then shrugged his shoulders and asked another question, "Why do you think Mystique is showing him more respect than he shows us? I mean we had to prove ourselves and Parker comes along and she treats him better than all of us. What's up with that?" Pietro had been picking up his pace while he talks and was beginning to annoy everyone.

But what he had been asking did get Lance to question some of the things that concerned Peter. All they had been told was that he had no family and he has a disliking for the X-men. Not hate them but dislikes them. _'What's up with that?'_ He wanted to know what made Peter special but decided to find out on his own being delicate. But Lance knew Lance doesn't do delicate. Luckily Pietro would find out the answers as he doesn't need to be quiet, he is fast enough that he won't be caught snooping around.

"Do you know anything from your father's end? He was recommended from him as well with the support of Mystique as well. What do you think of the guy? Think he's Brotherhood material?" Lance asked a series of questions hoping to get some answers.

Pietro shifted his weight between his feet concerning his father. No one knew what was wrong with their relationship but nobody wanted to ask as they might not want to know the answer or might face Magneto's anger. That is something they didn't want. "I managed to find out that his aunt died recently and wants revenge against the people who killed her. Apparently they were mutant haters. Still doesn't explain what he wants with Parker. As far as I can see, he is useless to us and we are better off on our own," Pietro venomously spat out the last part. Lance was about to give him a questioning look at him for almost sounding less arrogant than usual.

"Why his aunt? Why not his parents or something like that?" Lance turned to look at the speedster who was on the lookout for the X-men.

"Dunno, but will check into it. I also have Fred and Toad looking into Parker as well as they want to get to know him as well. Also found out that he likes chilli dogs, who knew?" Pietro snickered the last part.

Lance gritted his teeth and motion for turned around to keep watch for the X-men. "They will be here soon; you should get back in position." Lance didn't need to turn around to know that Quicksilver had already gone and was left alone to wait. The waiting didn't last long when he heard the sound of a vehicle approach and stop. He was pretty sure that everybody else had heard it to.

Avalanche smirked to himself to the image of him finally beating Summers. He hated the guy. He saw the members enter the circus and spread out looking for the Brotherhood. They were on guard as the whole thing looked like a trap from the beginning. To Lance's relief, Scott was walking his way; he was getting his chance.

* * *

The members of the X-men were moving through the circus to find anyone of the Brotherhood. They had split up to cover more ground. They headed in different directions but kept close as one member might be ambushed by the enemy. They were on alert as an attack from the Brotherhood always had another meaning. Last time a fight with them was when Mystique wanted to talk to Kurt to reveal to him that she was his mother.

The suddenness of the warning made it seem that they wanted something and the X-men were going to be used again. On the way here, they suspected the event had to do with the new guy that showed up.

After searching for a while they came back to their meeting point where there was no members of the Brotherhood were seen.

"Maybe they have gone? They do like to cause destruction and leave before anyone can pick them up," Evan said letting his guard fall a bit.

"No, they are still here. Nothing has been destroyed so they are still here. Keep alert in case it's an ambush," Scott answered while looking out for anyone. Suddenly there was a gush of wind that seamed unnatural that had everyone guessing it was Quicksilver. They were right. He turned around to face them smiling as he did so.

"Look who finally showed up. The X-geeks. You know, we have been waiting for you lot for a while," Pietro's smile never leaving his face. He then ran around the X-men using his super speed hitting them as he ran. Jean using her telekinetic powers lifted him off his feet and held him.

The ground started to shake underneath them and saw that Avalanche was the cause of it. The team were trying to stay on their feet but it was becoming difficult.

"AAAAAAAAAAARRRRRRRRRR!" Blob shouted charging at the X-men. Cyclops fired his optical blasters at Fred that was just enough for Blob to redirect his momentum. Unfortunately for Fred, it was a stand for some of the games. He went through one of the games quite ungracefully.

As he crashed through it a few toys went in the direction of Lance who saw something out of the corner of his eye. He got distracted by looking in that direction that he stopped using his powers momentarily. This distraction allowed the X-men to regain their balance and focus.

"Scott, you take Lance. Rogue, deal with Dukes. Evan you handle Pietro. Jean and me are going to look for Toad and Mystique," Storm commanded taking the role of field leader making everyone jump to her orders. They took their respective opponents while Jean and Storm took to the air to search for the remaining members of the brotherhood.

Cyclops and Lance were facing each other, Scott having recovered from the earlier ambush.

"You're going down Summers!" Lance yelled before making a fist resulting in the ground shaking a bit violently. Scott had managed to fire his blaster at Lance who dived to avoid it. He had to stop using his powers which gave Scott time to recover and quickly ran at Lance. When Lance looked to find Scott, he was a bit surprised to find him so close to him and knew his powers would not help so balled his fist to get ready for a fist fight.

**With Rogue and Blob**

Rogue was dodging Blob's punches as he was mostly strength with little agility. That wasn't to say that it was easy. She still had her work cut out by avoiding punches that could do more that break her limbs.

"Hold still will ya," Fred shouted as another punch missed Rogue. "I want you to be a stain on the floor."

"Ain't goin ta happen Dukes!" Rogue shouted as she removed on of her gloves. She waited for another punch from Fred before she made his move.

"AAAAARRRRR!" Fred shouted as he delivered a new punch to where Rogue was currently standing. He was about to hit her when she dived and got out of the way. This was a mistake on her part as Fred used this moment to deliver a punch to where she was.

Rogue had managed to roll to avid the punch but it was too close for comfort. She then reached out with her free hand to grab Fred's arm. Rogue's eye's close almost immediately as she then felt his thoughts and memories in her mind as if they were own. She open her eyes and punched Fred with his own strength.

The combination of Rogue draining him and the punch he got with his own strength, he was unconscious as he fell to the floor. She looked around to see how the others were getting along and saw that Scott and Lance were in a fist fight. She knew Scott would win but kept her eyes on him for a bit longer. She then looked to see how Evan's was doing.

** With Evan and Pietro**

"What's the Daniel's? Speed too much for ya?" Pietro taunted as he ran around Evans delivering punches as he did so.

"Speed jokes that all you can say? Boring," Evan returns the quip. "Try something new for once." Evan then produced spikes from his arm and fired trying to make Quicksilver alter his path. It didn't work as he didn't slow down at any time. He then fired spikes around him in an attempt to stop the punches he was receiving. It worked and it even had an unexpected side effect.

"Are you crazy? You could have killed me!" Pietro shouted as he came to a stop. Evan than produced more spikes on his arm and tried to pin Pietro to the ground. He missed as Pietro side stepped out of the path of the spikes.

"Missed me!" Pietro stuck out his tongue at Evan trying to get him to fire again.

"Wasn't trying to hit you," Evan replied with a smug smile. Pietro looked a confused and noticed that Daniels was looking behind him. He turned to look who was there and notice Rogue there about to deliver a punch that he wouldn't be able to dodge. As soon as it was delivered, he went back 20 feet and fell to the ground and was pinned there by Evan's spikes. Rogue had used a portion of Blob's strength for the punch but may have though that it was a bit much.

"Thanks for the help Rogue," Evan said with a smile after putting Quicksilver somewhere safe. She replied with a nod and decided to see how Scott was doing. It turned out that the fist fight with Lance on the ground about to go unconscious breathing heavily.

"If we're finished here, let's go help Jean and Storm. The more we have on our side the quicker we can end this," Scott said to the two as he starting walking off in the direction they flew. Rogue and Evan looked at each other and nodded as they proceeded to follow Scott to find the rest of their team.

* * *

**With Peter (before Storm and Jean arrived)**

_'God, I am pretty sure you hate me.' _Peter was forced to breathe light breaths as he looked at the person he was partnered with. _'Why him? Please, why him? I would have taken Pietro giving me the cold stare than this guy.' _Peter continued to groan mentally. _'How did this happen again?'_ Peter wondered that and remembered it all started as he got back to the brotherhood house after arriving from the mall.

Everyone was there waiting for him but the weird thing was that they weren't wearing their civilian cloths but combat wear, his guess being they were going somewhere that needed them to be able to move efficiently and take a few hits. As he closed the door all eyes were on him like they were waiting for his response. Mystique had told him that there was something in his room. Turns out it was a field wear of his own that was given to him. It was a skin-tight suit, like his spidy suit, but this one was not as colourful. It was two shades of grey with the darker one being the more dominate colour. The lighter grey was only visible on the gloves and on the bottoms that went from his hip to mid-thigh. It also came with a black jacket. Unfortunately for him though the fabric on the soles of his feet were too thick to stick to any wall. There was also no mask, so he would have to make some altercations to his new wear when he got free again.

When he put it on, it was quite comfortable and found he could move around in it quite well. He was about to put on his web shooters but thought against it for identity reasons. He would have to modify the suit to make it more comfortable and some additions as well.

He was surprised to be told that he was going to be tested to see if he can go against the X-men in a battle. Everybody wanted to know how he would handle himself against their rivals and to see if he could be useful.

Now here he was waiting for the X-men to turn up so he can prove himself. Saying no didn't work with these guys so he sucked it up and decided to go with it for now. When he heard a van stop, he was relieved as he didn't have to stay with Toad for much longer.

He felt the ground shake and knew it was Lance using his powers. The guy liked to cause some sort of mischief with earthquakes. As long as innocents didn't get hurt, he didn't see much need to take him down. Also the atmosphere in the house may be frosty if he fought one of them. Suddenly he saw two people coming towards him and Toad in the air.

_'OK, they can fly. Should've bought my web shooters.' _As they landed, they surveyed the area to look for any threats and that was when Toad decided to leap out at them. _'Dammit. Just cos we gotta fight these two, doesn't mean you have to go in stupid.' _Peter decided to follow suit and jump in the action landing beside Toad. When he saw the two people he was surprised to see the red head that had taken him to see Xavier. A small smile graced Peter's lips as he waited for her to make the first move. He knew she had the power of telekinesis so she could immobilise him with a thought.

The other woman was a dark skinned woman with white hair that bought over a sense of _déjà vu _over him. He then remembered where he saw that woman before, _'She was there when I went to Xavier's.' _Peter noticed that they were looking at him and wondered what was going on.

"Ur…have I got something on my face? Please tell me I don't. I wash it every day," Peter said to the two who narrowed their eyes at him. Suddenly Toad charged at the two, leaping on all fours. He was held in the air using Jean's telekinetic powers. He then fired something from his mouth at her which she stopped with her powers but had to drop Toad. Peter used this moment of distraction to charge at Jean.

While running at her, his spider-sense went off making him alter his path. It turned out to be a lightning strike hitting the path he was about to take. When he looked at the source, it turned out to be the white haired woman but she was in the air with storm clouds around her.

"I'm taking the red head. You take the other one!" Peter shouted to Toad who nodded and leaped to Storm. Peter got back up and looked at Jean. "This is so unfair. You control objects with your mind and all I can do is dodge everything you throw at me." Peter groaned as Jean floated in the sky. Jean was using things that were dropped around to keep Peter away. However Peter was dodging all the attacks and was getting closer to Jean. Suddenly his spider-sense went off warning him of another danger. He dived to avoid what was coming. It turned out to be another lightning strike where he was. He turned to look at the woman and found Toad on the ground with smoke coming off his chest.

_'Seriously? I've face normal muggers and thieves who out lasted him.' _Peter looked between the women and knew his chances of defeating them were slim. Especially with both flying and able to throw things at him. "The odds aren't looking in my favour." Peter spoke as he was thinking of a plan on how to deal with the women.

"They never were. Tell us, why did you start this ruckus? What do you wish to achieve?" Storm asked Peter with a voice that emitted power and gentleness.

"We just came for the cotton candy and clowns," replied Peter. "When Fred ate all the food, they ran away. We just thought they went to get some more."

It was then a hawk screeched and descended on Storm and Jean. It then shape shifted to reveal the form of Mystique. She grabbed both Jean's and Storm's arms as she descended downwards. As she came down to the ground, she transformed into a cat and jumped of them landing on all fours. The other two women landed with a thud. Mystique walked next to Peter and transformed into her standard blue skin, red hair form. Jean and Storm got up and entered their fighting stance. The four were about to throw down but Mystique spotted the other three headed their way.

"We are out matched. We will retreat," she said to everyone before throwing down a smoke bomb. Peter was tempted to fight Cyclops but though against it as he will have to face the entire team just to get to him. And with him having difficulty with Storm and Jean, with the addition of the other three will be almost impossibility. He gritted his teeth, picked up Toad and left.

Once the smoke cleared, the X-men saw that the all the members of the brotherhood had disappeared. Even the ones they had fought and won against earlier.

"Who was the new guy?" Scott asked Jean and Storm.

"I haven't seen him before but we will see if Cebero can identify him," Storm responded. "We don't have much information on his powers but the professor can find out more." They started to make their way back to the van but Scott stayed back to look around to have any idea on what they wanted.

He turned and walked with the others to head back to the mansion.

* * *

**If you want to see Peter's new costume, just Google his Ricochet costume. I just drew inspiration from that.**

**Also just want to know, what character in the Spidy verse should I introduce. Black Cat, Venom or the Sinister Six. I will put a poll up shortly. **


	10. Get Over It

**Author's Notes: Hey guys, I'm back with another update. It took some time to write this as I have been thinking about my other story and how I can write it. But I will put more news on it when I update it. Anyway, hope you enjoy this chapter and I have put my blood and sweat into it. (Well, with the Summer finally here in England, mainly my sweat).**

* * *

It had been two days since the circus incident and Mystique still hadn't let off everybody for losing to the X-men. Even Peter was getting some heat of it even though he hadn't technically lost, Mystique still chewed him out. He only heard a couple of words before he left to do some patrolling. When he returned, Mystique started on him again zoning out after the first 5 words.

Now he was standing on a roof looking at the city when he shot out a web line and started to swing across the city. He got an hour in stopping 4 muggings, 3 store robberies and 5 car thefts. As he was swinging through the city he spotted a man on top of a building about to jump off. Seeing it as his duty to help this man he swung towards the roof and landed a couple meters away from him. He also let his landing be heard to alert the man he was there.

"Hey there," Spider-Man said making the man turn around and look at him. Now Peter was suspicious of the whole thing as he didn't have the look of the man who was about to jump but looked like he was comfortable. He also looked like high places didn't scare him. "What's going on?"

"You make too much noise when you land," A voice boomed from behind him. Peter almost jumped in fright when he heard the voice.

"Fury! Trying to give me a heart attack," Peter turned around to face said man. "Actually, you nearly gave me one." After a couple of deep breaths, he looked around to see if he was alone he addressed the man again. "So Mr Fury, what do I owe the pleasure of your visit? You're not going to give me another hotel to stay in are you?"

Fury almost smiled before responding, "You got a place to stay so there is no need for a hotel. And I'm not here to talk to you."

"Then what are you here for?" Peter asked as he gave a curious look under his mask.

"If you let me finish, it would be to pass you a message. Someone wants to meet with you at this address. It's an abandoned warehouse and don't worry, I don't have anything funny going on there." Fury handed Peter a piece of paper and started walking away.

Peter looked at the address and was quite familiar with it. It was next door to his warehouse that he had used as a safe house. "I'll go. Not because I trust, cos I'm not sure if I do trust you but you did ask nicely and I know you wouldn't send me into a trap without making a big deal of something you need my help with. You're not that simple."

Fury continued walking but gave Peter a response, "It seems that you know me quite well. And the matter with you not trusting me, I'm not sure if that's wise or stupid. Take care Peter." And with that he stepped into the shadows and vanished into thin air.

_'And there he goes doing that disappearing act again.' _Peter then took another look at the address before he put it in his belt and swung off to the address. He knew where it was as a lot of bad guys would hang out in abandoned warehouses. They were big, discrete and readily available. But this one was near his particular warehouse. Nobody knew about it. Not even Fury. Peter made sure of that by using the underground entrance to hide him from everything Fury couldn't have found it. It had to be something else.

As he landed near the warehouse, he looked around to see if there was anything out of the ordinary. It seemed that everything was going as normal around here. Just some homeless people around that weren't doing much but none of them set of his spider-sense. Everything seemed to be boring and normal-ish. He jumped to the roof and crawled into one of the windows.

* * *

Inside was dark with no lights. Peter knew there was a light switch somewhere but before he could land a flare was lit up causing Peter to shift his attention to the figure lighting it. It was a person he had seen before. He was Logan. Landing on the ground, he walked up to the man who dropped the flare.

"Took your time gettin in," he said in a rough voice. "Don't worry, this ain't a trap. Just want to talk to ya Peter."

Peter went from cautious to surprised that the man knew who he was under the mask. He wanted to know more but decided to play the denial game.

"Peter who? And what do you want of me?"

"Don't play dumb. I know your smell. It's the same when we met at the mansion and the funeral," Logan said to Peter. He looked at the man and noted that he was dead serious. The denial game wasn't going to work. Apparently he had a nose like Sabertooth's which really didn't help keeping his secret identity a secret.

"Will you tell anyone?" Peter asked hopeful that there can be some control of Spider-Man's identity that he can control.

"No." Peter was a bit surprised by his answer but got his answer as Logan continued. "It's your secret and you can reveal it to anyone you want whenever you want. Although I have ta admit, I was hoping you would come to Xavier's. We can look after you and can be with people you can trust."

"LIKE WHO! THE RED WHO FORCED ME TO GO SOMEWHERE I DIDN'T WANT TO GO. OR THE ONE WHO WEARS SHADES THAT LEFT ME NO CHOICE!" Peter shouted which got a scowl in response. Logan then stepped up to him getting in Peter's masked face.

"Kid, you need to get over that. It was a mistake and they know it. I'm pretty sure you made mistakes in your life so don't act like you ain't." Logan's words made Peter narrow his eyes but though about his words. Yes he did make mistakes like not being able to save Gwen and his Aunt May were at the front of his mind.

"And you're not the only one with issues that resulted in being screwed over. See these…" Logan lifted his hands balling them into fists and released his claws that made Peter almost step back in surprise, "Some guy did this to me to see if it would work without killing me. So don't act like you and you alone are capable of seeing the crap end of the stick. There are far more ugly things out there that you haven't seen." Peter was quiet for a moment after hearing the confession from Logan.

He knew there were things out there that would sicken him but he didn't really have time to dwell on it as there was always something to focus on as his job as Spider-Man. But still.

"Look, just leave me alone. I just want to work some things out." Peter replied making the feral nod.

"Fine, I won't force you into anything. Was kinda hopin you would came to Xavier's and see what it's really like. But come when you feel like it. As I have said before, you are always welcomed at Xavier's; if you decide to come that is." Logan said in a gentler tone that the one he was using before.

"I'm surprised you haven't forced me to join, it seems that I have to join sides in this mutant thing and everybody wants me. Kinda like the hot chick at school."

"You're different that's why. You got the attention of the media and the public with both knowing there is something more out there. You are also different from a mutant by not having the X-gene but still have powers."

"When you put it like that, it does make you wonder."

"And that reminds me, apparently there is someone new on the brotherhood who moves fast and was able to dodge attacks at uncanny speed but wasn't the resident speedster." Logan looked at Peter who moved a bit uncomfortably in his spot, "I know it was you and don't worry, I won't tell anybody about…this." Logan made a motion with his hands in reference to Peter's current attire.

Peter looked down at his suit to do a quick examination and looked back at Logan, "What's wrong with this?"

"Nothin and it's not what I wanted to tell you. I told you the first thing and the second thing is to not to trust Mystique blindly. She has a few secrets that would scare you. And before you ask, I can't tell you those. Not for me to tell. All I will say is be careful." With that Logan walked off into the shadows making his way out.

Before Logan left completely, Peter asked him a question that had plagued him since he mentioned it, "How do you know my parents?"

There was a soft grunt that Peter had barely heard before the reply, "That's for another time." It was then that Peter heard the sound of a door opening and closing signalling that Logan had left.

Peter then left through the way he came in and thought about what Logan had said about Mystique. He didn't know what he meant but decided to think about it later. And the fact about not telling anybody about him being Spider-Man, well he would have to see if anybody would ask him or gave him weird looks. Well weirder.

He then decided to continue his patrol hoping that it wasn't interrupted by any directors of intelligent agencies and go home to sleep. He had school to go to tomorrow.

* * *

**Museum of Modern Art, New York**

A figure moved among the shadows swiftly and quietly. That was the style utilized by professionals. There were many things that were of value but the figure paid little attention to them. They were valuable yes, but what was in this particular person's mind was something smaller and rarer than what they had on display. It was underneath the museum that held some of the more interesting things. Things that came in and things that were going out.

Pretending to work for the museum would be safe and logical but there was no fun in safe and logical. Moving past motion sensors and cameras was a breeze but the laser grids and patrols were more of a challenge. That was just fine for this particular person.

Underneath the museum were some of the items were being kept in a vault for their value, a certain artefact laid in a box marked for Central Europe. It was the last day in America as it was going out in a couple of hours. Outside the vault in the hall way, the figure moved with a deadly silence that something to behold. At the vault door, the figure was in the process of opening it. It was an 8 inch reinforced stainless steel with a 2 wheel combination and a handprint scanner. It seemed this museum was taking security seriously. Unfortunately whatever they had, it wasn't good enough. For you see, this particular thief was used to breaking into vaults such as this one and was broken into within a couple of minutes.

"2 minutes 39 seconds. 2 minutes to get it and get out. Not bad timing." The thief spoke. The package that contained the artefact was supposed to be easily accessible. As it laid there in plain view the thief couldn't help but smile. Grabbing the package in one hand made the escape. Coming back the way the thief went to the roof, going out the way the thief came in.

Unfortunately, there was a guard having a cigarette there and spotted the thief coming out. What he saw surprised him and shined a light at the figure. He was surprised by what he saw. It was a young woman with white hair wearing a black cat suit showing her cleavage. She was also wearing black gloves with fur under the lower arms and there was more fur on her top near her cleavage.

"Who are you?" the guard said before receiving a drop kick knocking him out instantly.

"I'm 'The Black Cat' and you just crossed my path," she responded. She then fired out her grappling hook from her fur and swung away into the night.


End file.
